Non-Disclosure (Confidentiality) Agreement

Discloser
In order to protect certain confidential
information that may be disclosed by Discloser
(DISCLOSER) to the Participant above, they
agree that:
1. The confidential information disclosed under
this Agreement is described as:
2. The Participant shall use the confidential
information received under this Agreement for
the purpose of:
3. The Participant shall protect the disclosed
confidential information by using the same
degree of care, but no less than a reasonable
degree of care, to prevent the unauthorized
use, dissemination, or publication of the
confidential information as the Participant
uses to protect its own confidential
information of a like nature.
4. The Participant shall have a duty to protect
only that confidential information which is (a)
disclosed by DISCLOSER in writing and
marked as confidential at the time of
disclosure, or which is (b) disclosed by
DISCLOSER in any other manner and is
identified as confidential at the time of the
disclosure and is also summarized and
designated as confidential in a written
memorandum delivered to the Participant
within thirty (30) days of the disclosure.
5. This Agreement imposes no obligation upon
the Participant with respect to confidential
information that becomes a matter of public
knowledge through no fault of the Participant.
6. The Participant does not acquire intellectual
property rights under this Agreement except
the limited right of use set out in paragraph 2
above.
7. DISCLOSER makes no representation or
warranty that any product or business plans
disclosed to the Participant will be marketed
or carried out as disclosed, or at all. Any
actions taken by the Participant in response
to the disclosure of confidential information
by DISCLOSER shall be solely at its risk.
8. The Participant acknowledges and agrees that
the confidential information is provided on an
AS IS basis.

DISCLOSER MAKES NO WARRANTIES,

EXPRESS OR IMPLIED, WITH RESPECT TO
THE CONFIDENTIAL INFORMATION AND
HEREBY EXPRESSLY DISCLAIMS ANY AND ALL
IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL DISCLOSER BE LIABLE
FOR ANY DIRECT, INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES IN CONNECTION
WITH OR ARISING OUT OF THE
PERFORMANCE OR USE OF ANY PORTION OF
THE CONFIDENTIAL INFORMATION.
9. Upon DISCLOSERs written request, the
Participant shall return to DISCLOSER or
destroy all written material or electronic
media and the Participant shall deliver to
DISCLOSER a written statement signed by the
Participant certifying this within five (5) days.
10. The parties do not intend that any agency or
partnership relationship be created between
them by this Agreement.
11. All additions or modifications to this
Agreement must be made in writing and must
be signed by both parties.
12. This Agreement is made under and shall be
construed according to the laws of the United
Kingdom of Great Britain and Northern
Ireland.
13. If any of the provisions of this Agreement are
found to be unenforceable, the remainder
shall be enforced as fully as possible and the
unenforceable provision(s) shall be deemed
modified to the limited extent required to
permit enforcement of the Agreement as a
whole.
WHEREFORE, the parties acknowledge that they
have read and understand this Agreement and
voluntarily accept the duties and obligations set
forth herein.
Effective Date:

DISCLOSER
Authorized Signature
Name:

PARTICIPANT
Authorized Signature
Name: